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Contract lessons from Van Halen


04.14.13 Posted in Contract law, News by

Today we had an article published in The Sunday Business Post that outlined details of renowned contract trick that rock band Van Halen used to use in their contracts that related to sub-clause requesting a bowl of M&M’s in their changing room. However mad this sounds you’ll see there was a method to their madness.

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 Van Halen was one of the biggest rock groups of the 70s and 80s. The band is famous for hits like “Jump” and “Why Can’t This Be Love”. They are also known as being one of the first bands to insist on obscure contract riders – a wish list – for all their live performances. This list was not restricted to technical issues or refreshments and included some unique clauses, such as the renowned M&Ms clause. This stated that there was to be a bowl of M&Ms in the dressing room but, crucially, all the brown M&Ms were to be removed. And they were serious, if they saw brown M&Ms in the bowl they walked, but this was for good reason as there was a method to their madness.

 The lead singer at the time was David Lee Roth. In those memoirs he explained the reason behind the clause. Van Halen was the first band to perform very big stage shows. Touring required a huge amount of equipment, carried in nine eighteen-wheeler trucks. This was at a time when the norm was three trucks. Initially they started to encounter many technical errors, from the girders in the auditorium not being able to support the weight of their rig; the doors not being big enough to get their gear through; or simple things like there not being enough power sockets.

 Roth described the contract rider as being as big as the Chinese Yellow Pages because there were so many requirements to follow, so as a test they would bury the M&Ms clause in the middle. If they saw brown M&Ms then this was their visual clue that the promoter had either not read the contract properly or had not taken his obligations seriously.  Roth said “guaranteed you’re going to arrive at a technical error,” he wrote. “They didn’t read the contract…. sometimes it would threaten to just destroy the whole show.” It meant a full audit was needed, where they had to line check the entire rig and invariably found problems that would jeopardise the show or were often life-threatening; as happened at an earlier show, members of their crew had nearly been killed due to inadequate precautions by the venue.

The need for this type of hidden clause was very apparent when they turned up to one university auditorium and saw there were brown M&Ms. The venue had a new type of bouncy basketball floor and as they hadn’t read the weight requirements, which were similar to that of a Boeing 747, the rig feel through the floor causing $80,000 of damage. Dave Lee Roth was so angry he smashed up his changing room, which was reported in the media as him doing $80,000 worth of damage because he saw brown M&Ms in his bowl!

In other words, Roth wasn’t a rock diva, he was an operations’ expert. What’s true of Roth can be applied to many successful entertainers, many of whom are also savvy businesspeople. Roth was no legal expert so he needed a clause that he could relate to and easily confirm himself, hence the M&Ms. His crew didn’t have the time to spend hours before each concert checking every socket. He needed a way to assess quickly whether the promoters at each venue had read every word of the contract and taken it seriously. He found a simple system where problems would announce themselves before they arrived. The brown M&M was the canary in Van Halen’s coal mine – and it worked a treat.

It also shows just how clever rock stars like David Lee Roth can be.  Often the difference between success and failure in show business is not just talent but the ability to articulate and crystalise important issues that relate directly to the success of large scale show business endeavours.  We often see a talented careers falter because of contractual fall outs. Whereas  successful people are the ones that are good finding and addressing problematic elements of a contract before they become a major issue.

Similarly, when reviewing a contract I am always looking for the part that doesn’t belong, for the part that is going to cause me to worry; I ask myself why should this be in and this part not in? Over the years the contract requirement, or rider, have become a big joke, but these types of test clauses have become common in contracts and they serve an important purpose.

If you believe there has been a non-compliance with the major terms of contact then the other party should be notified of non-compliance and asked to rectify it immediately. In the event that it becomes a major issue then you are within you rights to cancel the contract due to non-compliance and in some instances seek damages from the other party. So these clauses can prove very useful.

So what can we learn from Van Halen’s example? When drafting a contract, or licensing deal, it may be useful to develop a similar mechanism for tracking compliance, without the need for a full audit. Where’s the brown M&Ms in your contract?

Simon Carty is the Principal at Simon Carty Solicitors, Dublin and is also a member of the production team for BBC television series Mrs Brown’s Boys

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